HCL Technologies Ltd Directors Report.

Dear Shareholders,

Your Directors have immense pleasure in presenting the Twenty-Eighth Annual Report of HCL Technologies Limited ("HCL" or the "Company") together with the audited financial statements for the financial year ended March 31, 2020.

1. FINANCIAL RESULTS

Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards (Ind AS) for the financial year ended March 31, 2020 are as under:

Particulars

Consolidated

Standalone

Year ended

Year ended

March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Revenue from operations 70,676 60,427 32,606 26,012
Other income 589 943 587 805
Total Income 71,265 61,370 33,193 26,817
Total Expenditure 57,285 48,748 22,016 16,886
Profit before tax 13,980 12,622 11,177 9,931
Tax Expense 2,923 2,502 2,208 1,746
Profit for the year 11,057 10,120 8,969 8,185
Other comprehensive income / (loss) 479 190 (488) 24
Total comprehensive income / (loss) for the year 11,536 10,310 8,481 8,209
Earnings per share of Rs. 2 each *
Basic (in Rs. ) 40.75 36.79 33.06 29.76
Diluted (in Rs. ) 40.75 36.78 33.05 29.75

* The earnings pershare have been adjusted for bonus issue for the previous financial year ended March 31, 2019.

2. BUSINESS OVERVIEW AND STATE OF AFFAIRS

The Company empowers global enterprises with technology for the next decade today. The Companys Mode 1-2-3 strategy, through its deep-domain industry expertise, customer- centricity and entrepreneurial culture of Ideapreneurship™ enables businesses to transform into next-gen enterprises.

The Company offers its services and products through three business units - IT and Business Services (ITBS), Engineering and R&D Services (ERS) and Products & Platforms (P&P). ITBS enables global enterprises to transform their businesses through offerings in the areas of Applications, Infrastructure, Digital Process Operations and next generational Digital Transformation Solutions. ERS offers engineering services and solutions in all aspects of product development and platform engineering. Under P&P, the Company provides modernized software products to global clients for their technology and industry-specific requirements.

Through its cutting-edge co-innovation labs, global delivery capabilities and broad global network, the Company delivers

holistic services in various industry verticals, categorized under Financial Services, Manufacturing, Technology & Services, Telecom & Media, Retail & CPG, Life Sciences & Healthcare and Public Services.

On a consolidated basis, the Companys revenue from operations was Rs. 70,676 crore in the current year, as against Rs. 60,427 crore in the previous year, marking an increase of 16.7%. The profit for the year was Rs. 11,057 crore in the current year, as against Rs. 10,120 crore in the previous year, marking an increase of 9.3%.

On a standalone basis, the Companys revenue from operations was Rs. 32,606 crore in the current year, as against Rs. 26,012 crore in the previous year, marking an increase of 25.3%. The profit for the year was Rs. 8,969 crore in the current year, as against Rs. 8,185 crore in the previous year, marking an increase of 9.6%.

The state of affairs of the Company is presented as part of the

Management Discussion and Analysis Report forming part of the Annual Report.

3. DIVIDEND

During the financial yearended March 31,2020, your Directors had declared and paid four interim dividends as perthe details given below:

S. No. Interim dividend paid during financial year ended March 31,2020 Date of Declaration

Rate of dividend per share (face value of Rs. 2 each)

Amount of Dividend paid Dividend Distribution tax paid by the Company Total Outflow

(Rs. in crore)

1 1st Interim Dividend May 9, 2019 2.00 271.26 45.90 317.15
2 2nd Interim Dividend August 7, 2019 2.00 271.27 55.55 326.83
3 3rd Interim Dividend October 23, 2019 2.00 271.32 55.56 326.88
4 4th Interim Dividend January 17, 2020 2.00 542.73 111.14 653.87
Total 1,356.58 268.15 1,624.73

Note: The Company, on December 10, 2019, allotted 1,35,68,32,548 equity shares as bonus shares of Rs. 2/- each fully paid-up in the proportion of 1 equity share for every 1 equity share of Rs. 2/- each held by the equity shareholders of the Company. Consequent to the said bonus issue, the number of equity shares of the Company increased to 2,71,36,65,096 equity shares of Rs. 2/- each.

Further, the Board of Directors in its meeting held on May 6-7, 2020 recommended a final dividend of Rs. 2 per equity share of face value of Rs. 2 each fully paid up, for the financial year 201920, subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

4. TRANSFER TO GENERAL RESERVES

No amount was transferred to the General Reserves for the financial year ended March 31,2020.

5. SHARE CAPITAL

During the financial year under review, the Company issued and allotted 5,53,680 fully paid up equity shares of Rs. 2/- each under its Employees Stock Option Plan.

Issue of Bonus Equity Shares

Pursuant to the approval of the shareholders on November 29, 2019 through postal ballot (including remote e-voting), the Company has allotted 1,35,68,32,548 bonus shares of Rs. 2/- each fully paid-up on December 10, 2019 in the proportion of 1 equity share for every 1 equity share of Rs. 2/- each held by the equity shareholders of the Company as on the record date of December 7, 2019.

Consequently, the issued, subscribed and paid-up share capital of the Company as on March 31,2020, was Rs. 5,42,73,30,192/-divided into 2,71,36,65,096 equity shares of face value of Rs. 2/- each.

Increase in the Authorised Share Capital

The issue of bonus shares required an increase in the Authorised Share Capital of the Company. Accordingly, pursuant to the approval of the members of the Company vide resolution dated November 29, 2019 passed through postal ballot / remote e-voting, the Authorized Share Capital of the Company was increased from Rs. 3,00,00,00,000 divided into 1,50,00,00,000 equity shares of Rs. 2/- each to Rs. 6,00,00,00,000 divided into 3,00,00,00,000 equity shares of Rs. 2/- each.

6. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, in terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is attached and forms a part of the Annual Report.

7. ACQUISITIONS

Acquisitions consummated during the financial year 2019-20 are summarized as below -

Strong-Bridge Holdings, Inc.

The Company, through its step-down wholly-owned subsidiary HCL America Inc. acquired Strong-Bridge Holdings, Inc. (doing business as Strong-Bridge Envision or SBE), a Delaware company. SBE is a provider of digital transformation strategy consulting, digital / agile program management and organizational change management. Pursuant to this acquisition, Strong-Bridge Holdings, Inc. and its subsidiaries have become the wholly- owned step-down subsidiaries of the Company with effect from April 1, 2019 being the date ofcompletion ofacquisition.

IBM Software Products

The Company entered into a definitive agreement with IBM Corporation, USA, for the asset purchase of IBMs seven software products for an aggregate amount of USD 1.8 billion, across three portfolios - Security - AppScan and BigFix; Marketing - Commerce Software, Unica and DX Software and Collaboration Solutions - Notes/Domino and Connections. The transaction was completed on June 30, 2019.

Sankalp Semiconductor Private Limited

The Company acquired Sankalp Semiconductor Private Limited ("Sankalp"), a company incorporated in India. Sankalp is an advanced technology design services provider offering comprehensive digital & mixed signal SoC (System-on-Chip) services and solutions from concept to prototype, in the semiconductor space. Pursuant to this acquisition, Sankalp Semiconductor Private Limited and all its subsidiaries have become the step-down subsidiaries of the Company with effect from October 10, 2019, being the date ofcompletion of the acquisition.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31,2020, the Company has 137 subsidiaries and 11 associate companies within the meaning of Sections 2(87) and 2(6) of the Companies Act, 2013 ("Act") respectively. During the year under review, there has been no material change in the nature of business ofthe subsidiaries.

As per the provisions of Section 129(3) of the Act, a statement

containing the salient features of the financial statements of the Companys subsidiaries, associates and joint ventures in Form AOC-1 forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Act and Regulation 46 of the Listing Regulations, the standalone and consolidated financial statements of the Company along with relevant documents and the financial statements in respect of the subsidiaries for the financial year ended March 31,2020, would be available on the website of the Company. The Company would provide the financial statements of the subsidiaries and the related detailed information to the shareholders on specific request made in this regard by the shareholders.

Note: The word "subsidiaries" used in this Annual Report includes both direct and step-down subsidiaries.

Subsidiaries incorporated during the year -

1. HCL Technologies Bulgaria EOOD., a private limited company, was incorporated under the laws of Bulgaria as a wholly-owned step-down subsidiary of the Company.

2. HCL Technologies Azerbaijan LLC, a private limited company, was incorporated under the laws of Azerbaijan as a wholly-owned step-down subsidiary of the Company.

3. HCL Technologies (Vietnam) Company Limited, a private limited company, was incorporated under the laws of Vietnam as a wholly-owned step-down subsidiary of the Company.

4. HCL Technologies Lanka (Private) Limited, a private limited company, was incorporated under the laws of Sri Lanka as a wholly-owned subsidiary ofthe Company.

5. HCL Technologies Trinidad and Tobago Limited, a private limited company, was incorporated under the laws of Trinidad and Tobago as a wholly-owned step-down subsidiary of the Company.

Subsidiaries closed during the year-

1. Actian Netherlands Holding BV, a step-down subsidiary of the Company having its registered office in Netherlands, was not in operations and was therefore voluntarily dissolved during the year.

Merger of Subsidiaries during the year -

Merger of subsidiaries incorporated in India.

The Board of Directors of the Company on May 9, 2019, had approved the scheme of amalgamation ("Scheme") providing for the amalgamation of four of its direct / step-down wholly-owned subsidiaries namely; HCL Eagle Limited, HCL Comnet Limited, HCL Technologies Solutions Limited and Concept2Silicon Systems Private Limited ("Transferor Companies") with and into the Company ("Transferee Company").The Scheme was then approved by the respective Board of Directors of the Transferor Companies on May 10, 2019. The Scheme was subject to the approval of the Honble National Company Law Tribunal, New Delhi ("NCLT New Delhi") (HCL Technologies Limited, HCL Eagle Limited and HCL Comnet Limited having registered office in Delhi) and the Honble National Company Law Tribunal, Bengaluru ("NCLT Bengaluru") (HCL Technologies Solutions Limited and Concept2Silicon Systems Private Limited having registered office in Bengaluru).

The NCLT, New Delhi, vide its Order dated December 12, 2019 along with its Modification Order dated 23 January 2020

("Delhi Order"), sanctioned the Scheme and the certified copy of the Delhi Order was filed with the Registrar of Companies on March 13, 2020. The NCLT, Bengaluru is yet to pass the necessary order for the above said Scheme. The Scheme will be effective from the date on which the certified copy of the Bengaluru Order is filed with the Registrar of Companies.

The Appointed date ofthe Scheme is April 1,2019.

Merger ofsubsidiaries incorporated outside India

1. Strong-Bridge Holdings, Inc. (having its registered office in Delaware, USA), Strong-Bridge LLC (having its registered office in Washington, USA) and Envision Business Consulting, LLC (having its registered office in Colorado, USA), wholly-owned step-down subsidiaries of the Company, were merged with and into HCLAmerica Inc. (having its registered office in California, USA), another wholly-owned step-down subsidiary of the Company.

2. Poet Holdings, Inc. (having its registered office in Delaware, USA), a step-down subsidiary ofthe Company was merged with and into Versant Software LLC (having its registered office in Delaware, USA), another step- down subsidiary of the Company.

3. ParAccel LLC (having its registered office in California, USA), a step-down subsidiary of the Company, was merged with and into Actian Corporation (having its registered office in Delaware, USA), another step-down subsidiary of the Company.

4. HCL Italy SRL (having its registered office in Italy), a wholly-owned step-down subsidiary ofthe Company, was merged with and into HCL Technologies Italy SPA (having its registered office in Italy), another wholly-owned step- down subsidiary of the Company.

5. CeleritiFinTech Germany GmbH (having its registered office in Germany), a step-down subsidiary of the Company, was merged with and into HCL Technologies Germany GmbH (having its registered office in Germany), a wholly-owned step-down subsidiary of the Company.

Other restructurings during the year -

1. The Government of South Africa has issued a Broad Based Black Economic Empowerment ("BBBEE") policy for the upliftment of Black nationals and for enhancing their economic participation. Pursuant to the said Policy, South African companies having at least 51% black ownership are eligible to attain the Level 2 BEE (Black Economic Empowerment) rating, which provides higher recognition and eligibility to participate in RFPs floated by South African clients. During the year under review, HCL Technologies Pty. Limited, a wholly-owned step-down subsidiary of the Company in South Africa has attained the said Level 2 BEE rating.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 ofthe Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.

Board of Directors

As on the date of this Report, the Board of Directors of the Company consists of twelve members, of which three are women directors. The Board consists of one Managing Director and eleven Non-Executive Directors of which nine are Independent Directors. The Managing Director is the Promoter Director who is designated as the Chairman & Chief Strategy Officer ofthe Company.

Appointmentfst / Re-appointmentfst

The Board of Directors of your Company appointed / reappointed the following Directors during the financial year:

Appointments -

1. Dr. Mohan Chellappa (DIN - 06657830) was appointed as an Additional Director in the capacity of NonExecutive Independent Director w.e.f. August 6, 2019 and has been recommended for appointment as a NonExecutive Independent Director in the ensuing AGM of the Company to be held in the year 2020, for a period of five consecutive years.

2. Mr. Shikhar Neelkamal Malhotra (DIN - 00779720) was appointed as an Additional Director in the capacity of NonExecutive Non-Independent Director w.e.f. October 22,

2019 and has been recommended for appointment as a Non-Executive Non-Independent Director in the ensuing AGM of the Company to be held in the year 2020, liable to retire by rotation.

3. Mr. Simon John England (DIN - 08664595) was appointed as an Additional Director in the capacity of Non-Executive Independent Director w.e.f. January 16,

2020 and has been recommended for appointment as a Non-Executive Independent Director in the ensuing AGM of the Company to be held in the year 2020, for a period of five consecutive years.

Re-appointments -

4. Mr. R. Srinivasan, Ms. Robin Ann Abrams, Dr. Sosale Shankara Sastry and Mr. S. Madhavan were re-appointed as Independent Directors of the Company by way of special resolution for a second term of five consecutive years at the Twenty-Seventh AGM of the Company held on August 6, 2019.

5. Mr. Thomas Sieber was appointed as an Independent Director of the Company at the Twenty-Third AGM of the Company held on December 22, 2015, for a period of five consecutive years. His first term of appointment shall end at the conclusion of the ensuing AGM of the Company to be held in the year 2020. Considering his immense contributions towards the Company and pursuant to the recommendations of the Nomination and Remuneration Committee, the Board in its meeting held on May 6-7,2020 recommended to the shareholders of the Company, the re-appointment of Mr. Thomas Sieber as an Independent Director for a second term offive consecutive years.

The Independent Directors have furnished the certificate of independence stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Act and Regulation 16(1)(b) ofthe Listing Regulations. Based on the disclosures received from all Independent Directors and also in the opinion of the Board of Directors, the Independent Directors fulfill the conditions as specified in the Act and the Listing Regulations and are independent of the Management.

Cessations)

1. Mr. Sudhindar Krishan Khanna (DIN - 01529178), a NonExecutive Non-Independent Director of the Company, resigned from the Board of the Company w.e.f. April 8, 2019 due to health reasons.

2. Mr. James Philip Adamczyk (DIN - 08151025), a NonExecutive Independent Director of the Company, ceased to be the Director of the Company w.e.f. October 9, 2019 due to his demise.

The Board placed on record its sincere appreciation and gratitude for the valuable services, guidance and contribution of Mr. Sudhindar Krishan Khanna and Mr. James Philip Adamczyk to the Company during their tenure as a member of the Board / its Committees.

Retirement bv Rotation

As per the provisions of Section 152 (6) of the Act, Ms. Roshni Nadar Malhotra shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herselffor reappointment as the Director of the Company.

10. NUMBEROFMEETINGSOFTHEBOARD

During the year, five meetings of the Board of Directors were held. The details ofthe meetings are provided in the Corporate Governance Reportwhich forms partofthis Annual Report.

11. BOARDCOMMITTEES

As on March 31, 2020, the Company had the following 7 Board Committees:

1. Audit Committee

2. Corporate Social Responsibility Committee

3. Nomination and Remuneration Committee

4. Finance Committee

5. Stakeholders Relationship Committee

6. Risk Management Committee

7. Diversity Committee

The composition of Committees as on March 31, 2020 was as under:

S. No. Committee Meetings Composition
Mr. S. Madhavan (Chairman)
1 Audit Committee Mr. Deepak Kapoor
Ms. Nishi Vasudeva
Ms. Robin Ann Abrams
2 Corporate Social Responsibility Committee Ms. Roshni Nadar Malhotra
(Chairperson)
Mr. Shiv Nadar
Mr. S. Madhavan
Nomination and Remuneration Committee Mr. R. Srinivasan (Chairman)
3 Mr. Shiv Nadar
Ms. Robin Ann Abrams
Ms. Roshni Nadar Malhotra
Mr. S. Madhavan (Chairman)
Finance Committee Mr. Shiv Nadar
4 Ms. Roshni Nadar Malhotra
Mr. R. Srinivasan
Mr. Thomas Sieber
5 Stakeholders Relationship Committee Mr. S. Madhavan (Chairman)
Mr. Shiv Nadar
Ms. Roshni Nadar Malhotra
S. No. Committee Meetings Composition
Mr. S. Madhavan (Chairman)
6 Risk Management Committee Mr. Deepak Kapoor
Ms. Nishi Vasudeva
Ms. Robin Ann Abrams
7 Diversity Committee Ms. Robin Ann Abrams (Chairperson)
Ms. Roshni Nadar Malhotra
Mr. Shiv Nadar

Note: The following changes have taken place in the composition of the Board Committees after March 31, 2020 till the date of this Report -

1. Mr. Shikhar Neelkamal Malhotra was co-opted as a member of the Nomination and Remuneration Committee and Mr. Shiv Nadar ceased to be a member of the Nomination and Remuneration Committee w.e.f. May 6, 2020.

2. Mr. Shikhar Neelkamal Malhotra was co-opted as a member of the Finance Committee w.e.f. May 6, 2020.

In addition to the above, during the year under review, the Company also had in place, an Employees Stock Options Allotment Committee, to allot shares to the employees who had exercised their stock options under the Stock Option Plans of the Company. However, since the last of the Stock Option Plans of the Company ("2004 Stock Option Plan") terminated in December 2019, the said committee is redundant as on the close of the year.

The number of meetings held and other requisite details of the Board Committees are set out in the Corporate Governance Report which forms part of this Annual Report.

12. FAMILIARIZATION PROGRAMME

The details of the familiarization programme have been provided under the Corporate Governance Report which forms part of this Annual Report.

13. BOARD EVALUATION

The Annual Performance Evaluation of the Board, its Committees, the Chairman of the Board and the individual Directors was undertaken by the Board of Directors / Independent Directors in terms of the provisions of the Act and the Listing Regulations. The evaluation was carried out in terms of the framework and criteria of evaluation as approved by the Nomination and Remuneration Committee of the Company. The process and criteria of evaluation is explained in the Corporate Governance Report, which forms part of this Annual Report.

14. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT

M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022), were appointed as the Statutory Auditors of your Company in the Annual General Meeting held on August 6, 2019 for a term of five consecutive years from the conclusion of the Twenty-Seventh AGM of the Company held for the year 2019 on August 6, 2019 till the conclusion of the Thirty-Second AGM to be held in the year 2024.The Statutory Auditors have confirmed that they are not disqualified to serve as the auditors of the Company.

Statutory Auditors Report

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. B S R & Co. LLP, Statutory Auditors in their report for the financial year ended March 31, 2020. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company for the financial year under review.

15. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act, M/s. Chandrasekaran Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company for the financial year ended March 31, 2020. The report of the Secretarial Auditors is enclosed as Annexure 1 to this Report. The report is self-explanatory and does not call for any further comments. There are no qualifications, reservations, adverse remarks or disclaimer made by the Secretarial Auditors in their report for the financial year ended March 31,2020.

16. MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act, and accordingly, such cost accounts and records are not maintained by the Company.

17. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the extract of the Annual Return in Form MGT-9, for the financial year ended March 31, 2020, is enclosed as Annexure 2 to this Report.

18. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Company formulates the criteria for determining the qualifications, positive attributes and independence of Directors in terms of its charter. In evaluating the suitability of individual Board member, the Committee takes into account factors such as educational and professional background, general understanding of the Companys business dynamics, professional standing, personal and professional ethics, integrity and values, willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

The Committee also assesses the independence of Directors at the time of their appointment / re-appointment as per the criteria prescribed under the provisions of the Act and the rules made thereunder and the Listing Regulations.

The Remuneration Policy for Directors, Key Managerial Personnel and other employees is provided in the Corporate Governance Report forming part of this Report.

19. RISK MANAGEMENT POLICY

The Board of Directors of the Company have formed a Risk Management Committee to inter-alia assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks. In addition, the Audit Committee is also empowered to oversee the areas of risks and controls.

The Company has developed and implemented a Risk Management Policy that ensures appropriate management of risks in line with its internal systems and culture.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal financial control systems are commensurate with its size and nature of its operations and such internal financial controls are adequate and are operating effectively. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of

the business. These controls have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, adherence to the Companys policies, safeguarding of assets from unauthorized use and prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

21. SIGNIFICANT ANDMATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements which forms part of this Annual Report.

23. TRANSACTIONS WITH RELATED PARTIES

The particulars of transactions entered into with the related

parties referred to in Section 188(1) and applicable rules ofthe Act, have been given in Annexure 3 in Form AOC-2 which forms part of this Report. The Company also has in place a ‘Related Party Policy, which is available on the website ofthe Company at https://www.hcltech.com/investors/aovernance-policies.

24. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (‘CSR) Committee is inter-alia responsible for formulating and monitoring the CSR Policy of the Company. A brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 4 of this Report in the form as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company at https://www.hcltech.com/investors/aovernance-policies.

25. DIVIDEND DISTRIBUTION POLICY

The Company has formulated and published a Dividend Distribution Policy which provides for the circumstances under which the shareholders may / may not expect dividend, the financial parameters, internal and external factors, utilization of retained earnings, parameters with regard to different classes of shares etc. The provisions of this Policy are in line with Regulation 43A of the Listing Regulations, and the Policy is available on the website of the Company at https://www.hcltech.com/investors/aovernance-policies. The details of the Dividend Distribution Policy forms part of the Corporate Governance Report annexed with this Annual Report.

26. UNCLAIMED DIVIDENDS AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, those dividend amounts which have remained unpaid or unclaimed for a period of seven consecutive years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 125 of the Act. The details of the unpaid / unclaimed dividend amount which will be transferred to IEPF in the subsequent years are given in the Corporate Governance section ofthis Annual Report.

Further, according to the IEPF Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 ("the IEPF Rules"), the shares in respect of which dividends have not been paid or claimed by the shareholders for seven consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority. Accordingly, during the year, the Company has transferred 7,226 equity shares to the demat account of the IEPF Authority. In addition, the Company also transferred the bonus equity shares to the IEPF in respect of the shares that were already transferred to the IEPF till the date of the issue of bonus shares. The details of such shares are available on the website of the Company at https://www.hcltech.com/investors/iepf-details.

27. DEPOSITS

The Company has not accepted any deposits from the public.

28. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report in terms of Regulation 34(3) of the Listing Regulations, along with the Statutory Auditors certificate is attached and forms part ofthis Annual Report.

29. BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandates the inclusion of Business Responsibility Report (‘BRR) as part of the Annual Report for top 1000 listed companies based on market capitalization. In compliance with this regulation, the Company has prepared a BRR for the financial year 2019-20 which describes the initiatives taken by the Company from an environmental, social and governance perspective and the same forms part of this Annual Report.

30. INSIDER TRADING REGULATIONS

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has adopted a Code of Conduct on Prohibition of Insider Trading (‘Insider Trading Code) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (‘Fair Disclosure Code) incorporating the amendments in SEBI (Prohibition of Insider Trading) Regulations, 2015. The Fair Disclosure Code is available on the website of the Company at https://www.hcltech.com/investors/aovernance-policies.

31. AWARDS ANDRECOGNITIONS

Your Company relentlessly pursues excellence and is delighted to receive phenomenal share of recognitions and awards, not only from the media, but also from analysts, governing bodies, academic institutions, partners and even customers. Some of the key honors received by the Company during the year include:

Awards -

1. The Company has been awarded ‘Best Robotic Process Automation (RPA) and Artificial Intelligence (Al) Implementation of the Year at the Golden Globe Tigers Award for Excellence and Leadership in Outsourcing.

2. The Company has been awarded with the Silver and Bronze Stevie Awards at the 17th Annual American Business Awards for EXACTO™, which harnesses the latest innovations in Al, Machine Learning and Computer Vision techniques that integrate seamlessly with Robotic Process Automation to create differentiated solutions.

3. The Company has been awarded for outstanding achievement in Intelligent Automation Implementation in Banking and Financial Services at the CMO Asias Outsourcing Excellence Awards.

4. The Company has been awarded ‘Best Innovation in Intelligent Automation Product at the ET NOW - Stars of the Industry Awards for Excellence in Outsourcing, 2019.

5. The Company has been awarded at the Adobe Experience MakerAwards 2019 for delivering Best Data Driven Experience for Manchester Uniteds millions of fans across the globe.

6. HCL Foundation, the CSR arm of the Company, has also won many awards including the ‘Changemaker Award at the Right Start National Summit and the First Runner Up Award at the MCCI TAFE CSR Awards 2019. It was also recognized by the Basic Directorate of Education, Government of Uttar Pradesh for creating a pathway to new education and changing the horizon of the education ecosystem of Uttar Pradesh.

Recognitions -

1. The Company was positioned as a ‘Leader in

• Gartner Magic Quadrant for Data Centre Outsourcing and Hybrid Infrastructure Managed Services in 2019, North America and Europe; and

• Gartner Magic Quadrant for Managed Workplace Services in 2020, North America and Europe.

Disclaimer: Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartners research organization and should not be construed as statements offact. Gartner disclaims all warranties, express or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

2. The Company was positioned as a ‘Leader in The Forrester Wave™ for Application Modernization and Migration Services, 2019.

3. The Company was positioned as a ‘Leader in IDC Market Scape for:

- Worldwide Artificial Intelligence Services 2019.

(IDC Doc#US45040519, April 2019)

- Worldwide Managed Cloud Service 2019.

(IDC Doc #US43251618, July 2019)

- Worldwide IntelligentAutomation Services 2019.

(Doc #US44934619, September 2019)

- Worldwide Digital Workspace Services 2020.

(Doc #US45407619, March 2020)

- Worldwide Business and Industrial loT Engineering and Managed Services 2020.

(Doc #US46120820, March 2020)

- Worldwide Business and Industrial loT Consulting and Systems Integration Services 2020.

(Doc #US46121220, March 2020)

4. The Company was positioned as a ‘Leader in the Avasants Cybersecurity Services RadarView™ 2020.

5. The Company was positioned as a ‘Leader in Everest

Groups:

- Digital Workplace Services PEAK Matrix

Assessment 2019.

- Software Product Engineering Services PEAK Matrix Assessment 2019.

- Talent Readiness for Next-Gen IT Services PEAK Matrix Assessment 2020.

- Enterprise Blockchain Services PEAK Matrix Assessment 2020.

- Cloud Services PEAK Matrix Assessment 2020.

- Network Transformation and Managed Services PEAK Matrix Assessment 2020.

- Application Transformation Services PEAK Matrix Assessment 2020.

6. The Company was recognized as a ‘Leader in ISG Provider Lens™ Research Quadrantfor:

• SAP HANA and Leonardo Ecosystem Partners:

• SAP S/4HANA & Business Suite on HANA Transformation, Global 2019.

• SAP S/4HANA & Business Suite on HANA Managed Services, Global 2019.

• SAP Leonardo Transformation, Global 2019.

• SAP Cloud Platform Support Services, Global 2019.

• SAP BW/4 on HANA and BW on HANA Transformation & Operations, Global 2019.

• Next-Gen Application Development & Maintenance (ADM) Services:

• Next-GenADM, USA2019.

• DevOps Consulting, USA 2019.

• Continuous Testing,USA 2019.

• AgileDevelopment,USA2019.

32. SUSTAINABILITY

The Company believes in a better tomorrow and based on this strong belief has embarked on a Sustainability programme. The Companys continuous focus on improving all aspects of sustainability demonstrates its commitment to a sustainable tomorrow without compromising on the well-being of its employees today. To do this, the Company partners with multiple stakeholders to form an inclusive working group to create policies, processes and other organizational measures. Today, the Sustainability function runs a vital program to drive the sustainability vision within the organization.

The ongoing success of the programme depends on a consistent and sustainable vision, ease and flexibility of implementation and most importantly Employee Engagement. At HCL, sustainability actions are a part of everyday operations. It believes that responsible investments in sustainability will generate long term value for all the stakeholders by improving competitiveness and reducing risk.

Sustainability can be created when we are able to integrate broader societal concerns into business strategy and performance as part of the Companys business model. This common sense of ownership can be realized by incorporating the interests of all those with whom the Company has mutually dependent relationships.

33. ORGANIZATION EFFECTIVENESS Employee Strength and Expansion

As we close out another successful year, the Company along with its subsidiaries has attained impressive employee additions and an employee strength of 1,50,423 and continues to build and support the business strategy of"Mode 1-2-3".

The emphasis and commitment to talent localization continues. The Company believes that this strategy confers competitive advantages in a tightening regulatory environment with respect to workforce mobility. The focus on tapping the unique advantages of tier 2 cities in India continues. These cities enable higher operational resilience, stability and scalability.

The Company prides itself in employing people from different

geographies and nationalities, creating a unique fabric of values and traditions. As on March 31, 2020, the Company employed resources from 155 nationalities spread across 46 countries, and women represented 26.8% ofthe global workforce.

Talent Acquisition

The talent acquisition practices of the Company are aligned to its Mode 1-2-3 strategy. The Company has leveraged digital technologies to enhance the quality and experience of its talent acquisition programs. The automation is set to accelerate business towards greater success, helping the employees use and develop their talents, skills and experience, contributing to the Companys long-term goals.

As finding top talent today depends on an organizations ability to intelligently automate their workflow, the Company streamlined critical aspects of its recruiting workflow with automation by introducing "Techruif which is its technology transformation initiative for talent acquisition.

The intent of integration is to provide an end-to-end converged selection process through search and match tool and digital assessment and interview management platform for recruiters, hiring managers and candidates. This is to reduce the cycle time from screening to selection through improved process efficiency resulting in improved recruitment experience and quality of hire.

Under "Techruit", there are three key initiatives bringing innovative transformation at the Companys talent acquisition suite:

1. Recruitment automation for resume screening

2. Recruitment automation for pre-qualification / interest check

3. Recruitment automation for interviews and assessments

With an impressive gross hiring of 51,542 professionals across the globe, the Company leveraged artificial intelligence and data science to hire the right talent at the right time.

Talent Development

The Companys Talent Development Centre of Excellence (CoE) is a key partner to current and future strategic imperatives where business strategies are tied into talent development approach by understanding "Whats driving the business and therefore what should be driving the People".

In alignment to the Companys Mode 1-2-3 strategy, it offers a robust and nurturing learning framework to empower HCLites

with the relevant skill sets to become 21st century leaders. This translates into a portfolio of learning solutions designed to address the competencies relevant to each talent segment, thus creating an integrated and comprehensive learning ecosystem focusing on the development of Ideapreneurs and driving key business outcomes. The continuous effort and focus being to build a productive learning culture via LEARN:UNLEARN:RELEARN mind set.

Diversity and Inclusion

The Companys diversity and inclusion strategy focuses on talent attraction, talent growth and talent retention and its corporate vision and strategy strongly endorses this principle of providing the employees with a work environment free of all kind of biases and full of growth opportunities where employees are enabled to reach their full potential. Programs on career development, networking and advocacy are helping in building an inclusive workforce which goes beyond demographic differences to include gender, nationality, culture, ethnicity, age, sexual orientation and the differing abilities of individuals. The Company has seen an increase of 39% women in senior leadership from last year and the gender diversity ratio for senior leadership stands at 7.5% against 5.4% last year. The overall gender diversity rate is currently at 26.8%.

Recognition of HCL Culture and Engagement Practices across the world

To reinforce alignment of core beliefs and actions, the Company continues to transform its policies, processes and practices. This has further enabled and empowered the employees, a fact that has been well recognized by various industry forums and leading associations. Our distinctive people practices continue to win accolades across the globe.

1. The Company has been certified as the Top Employer Europe by the Top Employer Institute, earning the position of Top Employer for the first time in Germany, Netherlands, France, Poland and Sweden; Top Employer in the United Kingdom for the fourteenth consecutive year; and Top Employer in South Africa.

2. HCL Technologies UK Limited, a step-down subsidiary of the Company, has been recognized as Highly Commended Company of the Year by the Employee Engagement Awards.

3. The Company has won the NASSCOM Corporate award for "Excellence in Gender Inclusion" for best practices for gender inclusion to support organizational vision and create positive outcomes.

The Company has also received various recognitions by Jobforher including ‘Top5 Most Innovative Practices for its DivHERsity Programs; ‘Top20 Companies in DivHERsity (Large Enterprises) and ‘Top20 Most Innovative Practices for Women Returnee Programs, Women L&D Programs and Women Leadership Development Programs.

4. The Company was felicitated with various Brandon Hall Group Excellence Awards under various categories including ‘Best advance in Talent Acquisition Technology and ‘Best Unique or Innovative Learning and Development Program.

5. The Company has won the Business World HR Excellence Award 2019 for its recruitment automation program "Techruif.

6. The Company has won the "Best Innovation in Employee Engagement" award by UBS Forums for demonstrating exceptional innovation in engaging the employees.

7. The Company has won the Best 50 People Capital Index (PCI) companies for 2019, being an indicator of employee perception on how well the organization is developing their people capital.

8. The Company has been rated a ‘Leader in the Inaugural edition of Everest Groups Talent Readiness for Next Generation IT Services PEAK Matrix Assessment 2020.

34. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 to the extent applicable to the Company, are set out in Annexure 5 to this Report.

35. DIRECTORS RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with the financial accounting and reporting requirements in respect of the financial statements, as specified under Section 134(3)(c) of the Act, is annexed as Annexure 6 to this Report.

36. STOCK OPTIONS PLANS

1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option Plan

The details of these plans have been annexed as Annexure 7 to this Report.

37. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Sl. No. Name of Director Ratio to median remuneration of employees
Executive Director
1 Mr. Shiv Nadar(1) 46.86
Non-Executive Directors
2 Mr. Deepak Kapoor 6.36
3 Mr. James Philip Adamczyk(2) -
4 Mr. S. Madhavan 8.20
5 Dr. Mohan Chellappa (3) -
6 Ms. Nishi Vasudeva 6.40
7 Ms. Robin Ann Abrams 12.74
8 Ms. Roshni Nadar Malhotra 7.55
9 Dr. Sosale Shankara Sastry 10.18
10 Mr. Shikhar Neelkamal Malhotra (4) -
11 Mr. R. Srinivasan 11.97
12 Mr. Simon John England (5) -
13 Mr. Sudhindar Krishan Khanna (6) -

 

Sl. No. Name of Director Ratio to median remuneration of employees
14 Mr. Thomas Sieber 9.87

Notes :

The remuneration of Non-Executive Directors also includes sitting fees paid during the year.

(1) The ratio has been calculated after taking into account the remuneration drawn from the Company as well as the subsidiaries.

(2) Mr. James Philip Adamczyk ceased to be the Director of the Company w.e.f. October9, 2019 due to his demise. Hence, the said information is incomparable and not provided.

(3) Dr. Mohan Chellappa was appointed as an Additional Director in the capacity of Non-Executive Independent Directorw.e.f. August 6, 2019. Hence, the said information is incomparable and not provided.

(4) Mr. Shikhar Neelkamal Malhotra was appointed as an Additional Director in the capacity of Non-Executive NonIndependent Director w.e.f. October 22, 2019. Hence, the said information is incomparable and not provided.

(5) Mr. Simon John England was appointed as an Additional Director in the capacity of Non-Executive Independent Director w.e.f. January 16, 2020. Hence, the said information is incomparable and not provided.

(6) Mr. Sudhindar Krishan Khanna resigned as a Director of the Company w.e.f. April 8, 2019. Hence, the said information is incomparable and not provided.

B. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Sl. No. Name of Director % increase in remuneration in the financial year
Directors
1 Mr. Shiv Nadar(1) (2.68)
2 Mr. Deepak Kapoor (0.93)
3 Mr. James Philip Adamczyk(2) -
4 Mr. S. Madhavan (0.72)
5 Dr. Mohan Chellappa (3) -
6 Ms. Nishi Vasudeva 0.62
7 Ms. Robin Ann Abrams 5.88
8 Ms. Roshni Nadar Malhotra (1.80)
9 Dr. Sosale Shankara Sastry 7.91
10 Mr. Shikhar Neelkamal Malhotra (4) -
11 Mr. R. Srinivasan 6.47
12 Mr. Simon John England (5) -
13 Mr. Sudhindar Krishan Khanna (6) -
14 Mr. Thomas Sieber 4.58
Key Managerial Personnel(7)
15 Mr. C. Vijayakumar (President & Chief Executive Officer)(8) 319.80
16 Mr. Prateek Aggarwal (Chief Financial Officer)(9) -
17 Mr. Manish Anand (Company Secretary) 44.07

Notes:

The remuneration of Non-Executive Directors also includes sitting fees

paid during the year.

(1) The % has been calculated after taking into account the remuneration drawn from the Company as well as the subsidiaries and the change is on account ofexchange rate difference.

(2) Mr. James Philip Adamczyk ceased to be the Director of the Company w.e.f. October 9, 2019 due to his demise. Hence, the said information is incomparable and not provided.

(3) Dr. Mohan Chellappa was appointed as an Additional Director in the capacity of Non-Executive Independent Director w.e.f. August 6, 2019. Hence, the said information is incomparable and not provided.

(4) Mr. Shikhar Neelkamal Malhotra was appointed as an Additional Director in the capacity of Non-Executive Non-Independent Director w.e.f. October 22, 2019. Hence, the said information is incomparable and not provided.

(5) Mr. Simon John England was appointed as an Additional Director in the capacity of Non-Executive Independent Director w.e.f. January 16, 2020. Hence, the said information is incomparable and not provided.

(6) Mr. Sudhindar Krishan Khanna resigned as a Director of the Company w.e.f. April 8, 2019. Hence, the said information is incomparable and not provided.

(7) The remuneration paid to the Key Managerial Personnel includes Long Term Incentive which was disbursed by the Company during the financial year 2019-20.

(8) Mr. C Vijayakumar is not getting any remuneration from the Company, however, he receives remuneration from HCL America Inc., a wholly-ownedstep-down subsidiaryofthe Company.

(9) Mr. Prateek Aggarwai was appointed as the CFOofthe Company w.e.f. October 1, 2018. Accordingly, the said information is incomparable and not provided.

C. The percentage increase in the median remuneration of employees in the financial year: 4.34%

D. The number of permanent employees on the rolls of Company: There were 73,686 permanent employees on the rolls of the Company. In addition, the Company had 76,737 number of employees on the rolls of its subsidiaries.

E. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentile increase made in the salaries of employees other than the managerial personnel in the

last financial year was 4.33%.

Mr. Shiv Nadar being the Managing Director is the managerial person of the Company. There has been no change in the overall remuneration of Mr. Shiv Nadar. In addition to receiving remuneration from the Company, Mr. Shiv Nadar receives remuneration from HCL America Inc., a wholly-owned step-down subsidiary of the Company, hence, the difference of -2.68% in the remuneration as appearing above is on account of exchange rate difference.

F. Affirmation that the remuneration is as per the

remuneration policy ofthe Company:

The Company affirms that the remuneration is as per the

Remuneration Policy of the Company.

38. STATEMENTOF EMPLOYEES PURSUANTTO RULE5(2)OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A list containing the top ten employees in terms of the remuneration drawn in the financial year 2019-20 and a statement containing the names of the employees employed throughout the financial year and in receipt of remuneration of Rs. 1.02 crore or more and employees employed for part of the year and in receipt of Rs. 8.50 lacs or more per month, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure 8 to this Report.

39. VIGIL MECHANISM / WHISTLEBLOWER POLICY

The Company has formulated and published a Whistleblower Policy to provide Vigil Mechanism for employees including the Directors of the Company to report genuine concerns (including reporting of instances of leakage of unpublished price sensitive information) and to ensure strict compliance with ethical and legal standards across the Company. The provisions of this Policy are in line with the provisions of the Section 177(9) of the Act and the Listing Regulations, and are available on the website of the Company at https://www.hcltech.com/investors/aovernance-policies. The details of the Whistleblower Policy form part ofthe Corporate Governance Report annexed with this Annual Report.

40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention and Redressal of Sexual Harassment at Workplace Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Committee for the redressal of all sexual harassment complaints. These matters are also being reported to the Audit Committee. The details of the Policy and the complaints are given under Corporate Governance Report and the Business Responsibility Report respectively, annexed with this Annual Report.

41. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company and its subsidiaries during the year under review. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, vendors and other business associates for their continued support in the Companys growth. Your Directors also wish to thank the government authorities, banks and shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board of Directors
SHIV NADAR
Chairman & Chief Strategy Officer
Place: New Delhi, India
Date: May 7, 2020 Annual Report 2019-20 76